RNS Number : 7743Z
Trafalgar Property Group PLC
05 September 2018
TRAFALGAR PROPERTY GROUP PLC
("Trafalgar", the "Company" or "Group")
5 September 2018
Final Results for the year ended 31 March 2018 and notice of Annual General Meeting
Trafalgar (AIM:TRAF), the AIM quoted residential and assisted living property developer, announces its final results for the twelve
months ended 31 March 2018.
The Company's Annual Report is being posted to shareholders today and contains notice of the Annual General Meeting of the
Company to be held at the Company's offices at Chequers Barn, Bough Beech, Edenbridge, Kent TN8 7PD at 11.30 a.m. on 28
September 2018. The Annual Report will shortly be made available on the Company's website www.trafalgarproperty.group
Chairman's Statement
On behalf of the Board, I present herewith Trafalgar Property Group's results for the year ended 31 March 2018 which show
that two house sales were recorded in the year. In previous years we have sold properties off plan or prior to legal completion
but for the last three years we only record sales on legal completion rather than on exchange. We have therefore concentrated
on constructing the properties with a view to marketing them in the following trading year and can report that five completions
have taken place since the year end. The Board remains confident that with our current level of construction activity that the
Company is well placed to deliver significantly improved results for future trading years.
We will continue to explore the potential for acquiring new sites that should produce increased turnover and a significant
improvement in future profit levels.
Financials
The year under review saw Group turnover at £906,484 (2017: £30,000), with a loss after tax of £ 424,903 (2017: Loss
£298,397). The cash on the balance sheet at the end of the year was £458,209 (2017: £100,808) and the Group continues to
have sufficient capital for all planned activities.
Business Environment and Outlook
Political uncertainties continue to affect our sector of the property market. However, due to our relatively low levels of activity
we do not see this as a major risk. In fact, we now have several units ready for occupation.
As a Group, our recent move towards the assisted living sector gives us an exciting opportunity to expand into fresh areas of
residential units where we see an enormous demand, especially in the South-East.
The addition of a new Director, Dan Stocks, strengthens the Board with his particular expertise being in the sector for assisted
living developments. This retains a good balance of complementary skills on the Board. We are currently progressing offers of
finance alongside our planning applications so that we should be well placed to commence our developments as soon as
planning permits.
I would refer you to Chris Johnson's Strategic Report that covers our activities in more detail.
James Dubois
Chairman
4th September 2018
Business review, results and dividends
The Company changed its name from Trafalgar New Homes Plc to Trafalgar Property Group Plc on 16 March 2018.
1. The Group acquired Beaufort Homes Limited (now Trafalgar Retirement + Limited) on 19 March 2018 for £ 1,531,814.
2. Trafalgar Property Group Plc is a holding company owning the entire share capital of Trafalgar New Homes Ltd
(formerly Combe Bank Homes Limited), a regional property developer based in the South East of England, and Trafalgar
Retirement + Limited (formerly Beaufort Homes Limited), a property developer in the assisted living and extra care for
the elderly sector.
All trading and property assets of Trafalgar Property Group Plc are held in the name of Trafalgar Property Group Plc or its
subsidiaries as follows:
Trafalgar New Homes Limited
Combe Bank Homes (Oakhurst) Limited
Combe Homes (Borough Green) Ltd
All bank and mortgage borrowings are the liability of Trafalgar New Homes Ltd, the wholly owned subsidiary of Trafalgar
Property Group Plc. The shares of Trafalgar Property Group Plc are quoted on the London Stock Exchange AIM market.
The principal activity of the Group continues to be that of home building and property development and the consolidated results
of the year's trading, are shown below. The consolidated loss for the year amounted to £424,903 (2017: Loss £298,397).
Page 1 of 12
Operations review
A summary of the results for the year is as follows:-
Revenue for the year
Gross profit
Loss after taxation
2018
£
906,484
33,838
(424,903)
2017
£
30,000
18,070
(298,397)
Group turnover for the year amounted to £906,484, representing the sale of two residential properties.
After taking into account the overheads of the Group, there was a loss recorded for the year of £ 424,903.
There will be no tax charge and the Company now has tax losses being carried forward of £ 2,642,077
(2017: losses £ 2,223,878)
The loss per share is (0.10p) compared to the loss per share of (0.12p) recorded for the year ended 31 March 2017.
As can be seen from the above, the Group failed to achieve a profit for the year under review and, as at the year end, only two
of the residential units developed during the year have been sold, being the penthouse apartment at the Burnside Tunbridge
Wells, Kent development and one of the terraced houses at the Edenbridge, Kent development.
Whilst construction on three of the sites (at Burnside, Edenbridge and Hildenborough Kent) was well advanced at the end of
March 2017, the contractor on those sites failed to complete the works outstanding under the JCT Contract and had to be
replaced by an alternative contractor. The time taken for the work to be completed took longer than envisaged and additional
works needed to be carried out to some of the houses to comply with the requirements of Building Regulations and Building
Warranty providers, which further delayed the developments.
These delays in turn prevented the marketing of the properties until later this year resulting in only two of the completed units
completing sales at the year end.
Key performance indicators (KPIs)
Management are closely involved in the day to day operations of the Group and are very aware of cashflows and expenditure.
However, Management believe that the key indicators of performance for the group are the revenue and profitability achieved
during the period. These measures are disclosed above in the operations review.
Development Pipeline
At the date of this report I am pleased to confirm that sites at Burnside (6 apartments), and Edenbridge (three terraced houses)
are all now constructed with Building Regulations signed off and Build Warranties issued.
Indeed, sales have been achieved on all houses at Edenbridge, one of the flats at Burnside (following on from the penthouse
pre the year end), and one of the detached houses at Hildenborough. There are purchasers interested in the remaining house
at Hildenborough and the flats at Burnside, so we are confident that sales will be achieved during the current financial year.
In addition, the substantial detached house being developed at 'Saxons', Speldhurst, Tunbridge Wells is completed and ready to
be marketed for sale. We are confident we will achieve a price in excess of that originally anticipated, due to the increase in
the square footage by obtaining planning permission for an additional floor, increasing the square footage of the property to
some 4,000 square feet. Marketing is due to commence in September.
Work is ongoing at our site in Sheerness Kent (terrace of six houses) and it is anticipated that build work will be complete and
the properties marketed for sale by end of November this year. These 'first time buyer' two bedroom houses should attract
purchasers able to take advantage of the Government's 'Help to Buy' initiative so we anticipate early sales being achieved.
We expect that the majority of those 16 units will be sold prior to 31 st March, 2019 and therefore make a significant
contribution to revenue for the current financial year.
Acquisitions & Future Developments
In previous years I have mentioned that the Group has focused on growth through not only residential developments on sites
acquired but also through corporate acquisition.
I am very pleased to report that the Group has acquired a newly established Company engaged in the Extra Care/Assisted
Living development market. This exciting acquisition was through a share for share exchange with the Group issuing
186,815,190 new Ordinary Shares to the two shareholder Directors of the Company and the Company has now become a wholly
owned subsidiary of Trafalgar Property Group plc (formerly known as Trafalgar New Homes plc) and has changed its name to
Trafalgar Retirement + Ltd (TR+) to augment and continue the 'Trafalgar' brand. Further details relating to this acquisition can
be found in Note 18 to the accounts.
TR+ will focus on development of Assisted Living schemes in the South East of England, giving a change in strategic focus for
the Group with a view to capitalising on the burgeoning demands for retirement properties, in particular in the Assisted Living
sector.
Your Group is taking advantage of the fact that the 'Extra Care' and 'Very Sheltered/Assisted Living' sectors will grow
significantly as the population of older people in the UK is expected to increase from 10.3m in 2010 to 28m by 2035. Proposed
future developments will come with communal areas and a range of social and recreational activities to promote health and
happiness. These are key attributes compared to non-specialised homes.
TR+ is focusing on the M25 region, the affluent area of South West London, Kent and Surrey and is securing undeveloped land
through Option Agreements.
TR+ will target the development of Extra Care/Assisted Living properties for elderly 70+ owner occupiers and the focus is on
the South East of England which has been the lead in the trend for senior tenancy.
Page 2 of 12
Development which can be implemented in both urban and suburban locations is on the 'Assisted Living/Extra Care' operating
model, providing independently owned apartments and houses with long leasehold ownership (service charges to cover the cost
of domiciliary services) and additional care services being provided through a 24/7 on site care operator.
TR+ has negotiated and entered into a number of Options Agreements to acquire land for development on a Planning C2 Use
basis as Extra Care/Assisted Living schemes. The individual sites typically comprise schemes of units of 2/3 bedroom
accommodation of between 50 and 80 in number. The operation is based in Esher, Surrey and the land, the subject of the
Option Agreements already entered into, is located in Surbiton, Chessington and Woking, Surrey and Maidstone, Kent.
Further negotiations on the acquisitions of other sites by way of Option Agreements are in the process of being finalised.
A Memorandum of Understanding (MOU) has been entered into with a Paris based fund for the potential to provide 100% of the
finance for the developments, on a Joint Venture basis, with the fund taking a 10% IRR from the developments and then a profit
share of 40% of the first £2m profit and 25% of all profit over £2m thereafter, with the Group taking the remaining 60% and
75% of profit respectively.
The design, planning and construction process is all outsourced on a fixed price basis.
The acquisition of TR+ is regarded as transformational for the Group which will now concentrate on furthering its growth and
profitability in the Extra Care/Assisted Living sector through the acquisition of Option Agreements on sites suitable for such
developments and the purchase and development of those sites once planning permission is granted.
With the MOU with the fund in place for potential funding and with the interest being shown by other potential funders, your
Group is set fair to achieve rapid growth in this exciting sector of the residential development market.
Outlook
The Group is confident that the development programme, referred to above, can deliver improved results for the Group.
Looking ahead and during the current year, the Group will continue its negotiations for the purchase of other sites in the South
of England, its chosen area of operation, which will contribute to turnover for the Group in the future.
As has been mentioned before, the Board of Trafalgar Property Group, remains focused on growing the Group, both through
site acquisition and development and corporate acquisitions, to enable value to be created for shareholders and for a dividend
to be paid by the Group when appropriate.
Banking
The Group continues to utilise Banking sources for the financing of its developments, together with loans from third party
investors, to ensure that there is sufficient money available for the Group to undertake and complete its various developments.
We do not operate an overdraft facility but borrow on a site specific basis from our various bankers, with a mix of loans from
outside investors geared to some of the development properties and otherwise loaned on a general basis to the Group.
The Board is comfortable with the structure of its bank finance, which usually involves the bank lending a modest sum towards
the land purchase, with the Group providing the rest of the funds required to acquire the site and the costs associated with the
acquisition and then for the bank to provide 100% of the build finance. These are the arrangements that have been entered
into with Lloyds and Coutts who lend to the Group at very competitive rates.
The Group have also used RateSetter and Interbay as funders who, have provided build finance on the Burnside, Edenbridge
and Hildenborough sites.
Investor loans that are not related to specific sites are long term loans with repayment dates extending beyond the year end
and have, in the past, been renewed when they come up for repayment.
Hence, in general terms, the Group is happy with its financial support afforded to it by its Banks and investors, enabling it to
trade without a general overdraft facility.
I will continue to support Trafalgar New Homes Ltd, leaving my own loan to the Company outstanding and taking no interest
on it for the year to 31st March 2018.
Financial Instruments
The Group's principal financial instruments comprise cash at bank, bank loans, other loans and various items within current
assets and current liabilities that arise directly from its operations. The Directors consider that the key financial risk is
liquidity. This risk is explained in the section headed 'Principal risks and uncertainties' in the Annual Report and Accounts on
page 3.
Christopher Johnson
Director
4th September, 2018
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2018
Year
ended
Year
ended
31
March
31 March
Page 3 of 12
Revenue
Cost of sales
Gross profit/(loss)
Administrative expenses
Note
2018
£
2017
£
906,484
30,000
(880,846)
(48,070)
25,638
(18,070)
(440,014) (270,263)
Operating (loss)
(414,376) (288,333)
(Loss) before interest
Other interest receivable and similar income
Interest payable and similar charges
(414,376) (288,333)
2
5
8,200
801
(18,727)
-
(Loss) before taxation
(424,903) (287,532)
Tax payable on (loss) on ordinary activities
6
-
(10,865)
(Loss) after taxation for the year attributable to
equity
holders of the parent
(424,903) (298,397)
Other comprehensive income attributable to equity
holders of the parent
-
-
Total comprehensive (loss) for the year
(424,903) (298,397)
(Loss) attributable to:
Equity holders of the Parent
Total comprehensive (loss) for the year attributable
to:
Equity holders of the Parent
(LOSS) PER ORDINARY SHARE:
Basic/diluted
(424,903) (298,397)
(424,903) (298,397)
7
(0.10)p
(0.12)p
All results in the current and preceding financial year derive from continuing operations.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
For the year ended 31 March 2018
TOTAL ASSETS
Non-current assets
Property, plant and equipment
Current assets
Inventory
Trade and other receivables
Cash at bank and in hand
Total assets
EQUITIES & LIABILITIES
Current liabilities
Trade and other payables
Borrowings
Non-current liabilities
Deferred tax
Borrowings
31 March
31 March
Note
2018
£
2017
£
8
11
9
10
2,079
2,079
1,788
1,788
7,792,611 5,399,198
96,985
100,808
8,345,664 5,596,991
94,844
458,209
8,347,743 5,598,779
12
13
394,255
178,675
3,108,510 2,150,643
3,502,765 2,329,318
6
13
291,045
-
4,867,818 4,690,257
Total liabilities
8,661,628 7,019,575
Equity attributable to equity holders of the
Company
Page 4 of 12
Called up share capital
Share premium account
Reverse acquisition reserve
Profit & loss account
Total Equity
Total Equity & Liabilities
14
15
2,570,567 2,383,752
2,510,462 1,165,463
(2,817,633) (2,817,633)
(2,577,281) (2,152,378)
(313,885) (1,420,796)
8,347,743 5,598,779
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2018
Re
Share
capital
Share
premium
£
£
Reverse
acquisition
reserve
£
Retained
profits
/(losses)
£
Total equity
£
At 1 April 2016
2,383,752 1,165,463 (2,817,633) (1,853,981)
(1,122,399)
Loss for the year
Total
comprehensive
(loss) for the year
Issue of shares
Share issue costs
-
-
-
-
-
-
-
-
-
-
-
-
(298,397)
(298,397)
(298,397) (298,397)
-
-
-
-
At 31 March 2017
2,383,752 1,165,463 (2,817,633) (2,152,378)
(1,420,796)
At 31 March 2017
2,383,752 1,165,463 (2,817,633) (2,152,378)
(1,420,796)
(Loss) for year
Total
comprehensive
(loss) for the year
-
-
-
-
Issue of shares
186,815 1,344,999
Share issue costs
-
-
-
-
-
-
(424,903)
(424,903)
(424,903)
(424,903)
-
-
1,531,814
-
At 31 March 2018
2,570,567 2,510,462 (2,817,633) (2,577,281)
(313,885)
The reverse acquisition reserve was created in accordance with IFRS3 'Business Combinations'. The reserve arises due to the elimination
of the Company's investment in Trafalgar New Homes Ltd (formerly Combe Bank Homes Limited). Since the shareholders of Trafalgar New
Homes Ltd became the majority shareholders of the enlarged group, the acquisition is accounted for as though there is a continuation of
the legal subsidiary's financial statements. In reverse acquisition accounting, the business combination's costs are deemed to have been
incurred by the legal subsidiary.
Retained profit/(losses) - Relate to the profits/ losses earned by the business that have not been distributed and have built up over the
years of trading.
For the purpose of preparing the consolidated financial statement of the Group, share capital represents the nominal value of the issued
share capital of 0.1p per share (2017: 1p per share). Share premium represents the excess over nominal value of the fair value
consideration received for equity shares net of expenses.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 March 2018
Cash flow from operating activities
Operating (loss)
Depreciation
Increase in stocks
Note
2018
£
2017
£
(424,903)
447
(287,532)
596
(517,488)(3,123,652)
Page 5 of 12
Decrease in debtors
Increase in creditors
Interest paid
3,371
160,546
18,727
339,619
5,026
-
Net cash outflow from operating activities
(759,300)(3,065,943)
Investing activities
Purchase of tangible fixed assets
Net cash used in investing activities
Taxation
Financing activities
-
-
-
-
-
10,635
New loans in year
Director loan cash injected
Interest paid
Net cash inflow from
financing
931,367 2,309,377
568,333
204,061
-
(18,727)
1,116,701
18
2,877,710
Increase/(Decrease) in cash and cash equivalents in
the year
Cash and cash equivalents at the beginning of the
year
357,401
100,808
(177,598)
278,406
Cash and cash equivalents at the end of the year
458,209
100,808
GOING CONCERN
The Directors have reviewed forecasts and budgets for the coming year, which have been drawn up with appropriate regard for the current
economic environment and the particular circumstances in which the Group operates. These were prepared with reference to historical
and current industry knowledge, taking into account future strategy of the Group.
The Group continues to utilise banking sources for the financing of its developments, together with loans from third party investors, to
ensure that there is sufficient money available for the Group to undertake and complete its various developments.
The Group do not operate an overdraft facility but borrow on a site specific basis from various bankers, with a mix of loans from outside
investors geared to some of the development properties and otherwise loaned on a general basis to the Group.
The Board is comfortable with the structure of its bank finance, which usually involves the bank lending a modest sum towards the land
purchase, with the Group putting up the rest of the funds required to acquire the site and the costs associated with the acquisition and
then for the bank to provide 100% of the build finance.
Investor loans that are not related to specific sites are long term loans with repayment dates extending beyond the year end and have, in
the past, been renewed when they come up for repayment.
1.) The existing operations have been generating funds to meet short-term operating cash requirements and management are confident
that the expected sales will allow the Group to meet loan repayments due within the next twelve months or that the loans will be
refinanced.
2.) Furthermore, Mr C Johnson confirms that if necessary he will continue to support the Group for its anticipated needs if he is able to
do so and will not recall the balances owed to him, for at least twelve months from the date of signing.
As a result of these considerations, at the time of approving the financial statements, the Directors consider that the Company and the
Group have sufficient resources to continue in operational existence for the foreseeable future.
However given that a degree of uncertainty exists in the timing of future sales, and management's ability to refinance all loans due in the
next twelve months, there exists a material uncertainty in relation to the going concern basis adopted in the preparation of the financial
statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2018
1 SEGMENTAL REPORTING
For the purpose of IFRS 8, the chief operating decision maker ("CODM") takes the form of the Board of Directors. The Directors' opinion of the
business of the Group is as follows.
The principal activity of the Group was property development. All the Group's non-current assets are located in the UK.
Based on the above considerations, there is considered to be one reportable segment. The internal and external reporting is on a consolidated
basis with transactions between Group companies eliminated on consolidation. Therefore the financial information of the single segment is the
same as that set out in the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated
statement of financial position and cashflows.
Geographical segments
The following tables present revenue regarding the Group's geographical segments for the year ended 31 March 2018.
Year ended 31 March 2018
Property development - sales
United
Kingdom
£
Total
£
906,484
906,484
906,484
906,484
Page 6 of 12
Year ended 31 March 2017
Property development - sales
United
Kingdom
£
Total
£
30,000
30,000
30,000
30,000
2 OTHER INTEREST RECEIVABLE AND SIMILAR INCOME
Bank interest received
Rental income & ground rent
2018
£
-
8,200
8,200
2017
£
1
800
801
3 LOSS FOR THE YEAR
The Group's loss for the year is stated after charging the following:
Depreciation of tangible fixed assets
Auditor's remuneration:
Audit of these financial statements
Amounts receivable by the auditor in respect of the audit of
the financial
statements of subsidiary undertakings pursuant to legislation
2018
£
447
2017
£
596
10,000
10,000
7,000
7,000
Amounts payable to Crowe U.K. LLP and its related entities in respect of audit and non-audit services are disclosed in the table above.
4 EMPLOYEES AND DIRECTORS' REMUNERATION
Staff costs during the year were as follows:
Directors' remuneration
Wages and salaries
Social security costs
Other pension costs
2018
£
2017
£
75,000
63,000
11,945
18,830
168,774
50,000
38,000
5,336
18,100
111,436
The average number of employees of the company during the year was:
Directors and management
2018
2017
Number Number
6
4
Key management are the Group's Directors. Remuneration in respect of key management was as follows:
Short-term employee benefits:
- Emoluments for qualifying services C C Johnson
- Emoluments for qualifying services A Johnson
- Emoluments for qualifying services J Dubois
2018
£
-
65,574
15,943
2017
£
-
38,252
15,943
81,517
54,195
There are retirement benefits accruing to Mr C C Johnson for whom a company contribution was paid during the year of £18,000 (2017:
£18,000) and Mr A Johnson £ 600 (2017: £100).
Consultancy fees of £ 4,994 (2017: £4,994) were paid to Mr N Lott during the year.
5 INTEREST PAYABLE AND SIMILAR CHARGES
During the year the interest paid on borrowings relating to ongoing developments was capitalised as part of inventory £ 324,555 (2017:
£296,126) with the interest on properties sold in the year forming part of cost of sales and transferred to profit & loss accordingly.
For sites where the construction had been completed, the interest paid of £ 18,727 (2017: nil) has been accounted for in the profit & loss within
interest payable.
6 TAXATION
Current tax
Tax charge
2018
£
-
-
2017
£
10,635
10,635
2018
£
2017
£
(Loss)/profit on ordinary activities before tax
(424,903) (287,532)
Based on (loss) for the year:
Page 7 of 12
Tax at 19% (2017: 20%)
(80,732)
(57,506)
Unrelieved tax losses
Prior year tax adjustment
Tax refund - carry back losses to prior year
Tax charge for the year
80,732
-
-
57,506
17,555
(6,920)
-
10,635
A deferred tax liability of £291,045 has been recognised in the consolidated financial statements of the group to reflect timing differences on the
future tax liability arising as a result of the uplift in the fair value of the options acquired as part of the Trafalgar Retirement + acquisition.
No deferred tax asset has been recognised in respect of historical losses due to the uncertainty in future profits against which to offset these
losses. As at the 31 March 2018 the group had cumulative tax losses of £2,642,077 (2017: £2,223,878) that are available to offset against future
taxable profits..
7 (LOSS) PER ORDINARY SHARE
The calculation of (loss)/profit per ordinary share is based on the following profits/(losses) and number of shares:
(Loss) for the year
2018
£
2017
£
(424,903) (298,397)
Weighted average number of shares for basic (loss) per
share
Weighted average number of shares for diluted (loss)
per share
425,190,380 238,735,200
425,190,380 238,735,200
(LOSS) PER ORDINARY SHARE:
Basic
Diluted
(0.10)p
(0.10)p
(0.12)p
(0.12)p
8 PROPERTY, PLANT AND EQUIPMENT
Fixtures and fittings
Cost
At 1 April
Additions
At 31 March
Depreciation
At 1 April
Charge for the year
At 31 March
2018
£
5,467
738
6,205
3,679
447
4,126
2017
£
5,467
-
5,467
3,083
596
3,679
Net book value at 31 March
2,079
1,788
9 TRADE AND OTHER RECEIVABLES
Other receivables
Other taxes
Prepayment
2018
£
66,192
24,327
4,325
94,844
2017
£
75,322
11,005
10,658
96,985
There are no receivables that are past due but not impaired at the year-end. There are no provisions for irrecoverable debt included in the
balances above.
10 CASH AND CASH EQUIVALENTS
All of the Group's cash and cash equivalents at 31 March 2018 are in sterling and held at floating interest rates.
Cash and cash equivalents
2018
£
2017
£
458,209
100,808
The Directors consider that the carrying amount of cash and cash equivalents approximates to their fair value.
11 INVENTORY
Work in progress
2018
£
2017
£
7,792,611
5,399,198
See note 5 for details of interest capitalised as part of the value of inventory.
12 TRADE AND OTHER PAYABLES
2018
£
2017
£
Page 8 of 12
Trade payables
Accruals
PAYE, & other taxes
Other payables
13 BORROWINGS
Directors' loans
Other loans
Bank and other loans (less than 1
year)
82,145
278,468
6,288
27,354
394,255
10,400
151,722
14,091
2,462
178,675
2018
£
2017
£
3,167,818 2,990,257
1,700,000 1,700,000
3,108,510 2,150,643
7,976,328 6,840,900
Included in Directors' loans is the sum of £ 300,000 (2017: £300,000) advanced by the DFM Pension Scheme of which Mr J Dubois is the
principal beneficiary. This loan bears interest at 12% per annum (2017: 12% per annum).
Included in Directors' loans is the sum of £ 697,161 (2017: £521,455) drawn down from a £835,000 loan facility advanced by Lloyds Bank and
which is linked to the Speldhurst development. The loan was made in the name of A Johnson as the Speldhurst property is held in his name, and
bears interest at 5.2% above base rate per annum.
The remaining balance is due to C Johnson (see note 16).
Included in other loans is £ 1,100,000 (2017: £1,100,000) advanced by Mr. G Howard (son-in-law of Mr. C C Johnson) to the company at a rate
of 10% per annum (2017: 10% pa). The remaining balance of £ 600,000 (£2017: £600,000) has been advanced by C Rowe, an employee of the
group, at a rate of 10% per annum.
Lloyds Bank hold a legal charge over land at Wellesley Road together with charges over two term life policies on two of the Directors.
The bank borrowings are repayable as follows:
On demand or within one year
In the second year
In the third to fifth years inclusive
After five years
Less amount due for settlement
within 12 months (included in current
liabilities)
Amount due for settlement after 12
months
2018
£
2017
£
3,082,010 2,150,643
-
-
-
-
-
-
3,082,010 2,150,643
3,082,010 2,150,643
-
-
The weighted average interest rates paid on the bank loans were as follows:
Bank loans: - 4.23% (2017: 4.39%)
All of the Directors' loans are repayable after more than 1 year. All loans are interest bearing and charged accordingly. However Mr C C
Johnson has waived his right to interest in the year and as a result interest of £ Nil (2017: £ Nil) was paid to Mr C C Johnson. The rate of interest
on the loan is 5% pa (2017: 5% pa). Interest of £ 36,000 (2017: £36,000) was paid to Mr J Dubois at the rate of 12% pa (2017: 12% pa).
14 SHARE CAPITAL
Authorised Share Capital
Ordinary shares in issue - 1April
2017
Sub division
Ordinary shares of 0.1p
Deferred shares of 0.9p
Additional ordinary shares issued
as part of acquisition
2018
Number
2017
Number
238,375,200 238,375,200
238,375,200
238,375,200
186,815,180
-
-
-
425,190,380 238,375,200
On 16th March, 2018 all issued Ordinary shares of 1p each were sub divided into Ordinary shares of 0.1p each and deferred shares of 0.9p each.
Ordinary shares entitle the holder to receive notice of and to attend or vote at any general meeting of the Company or to receive dividends or
other distributions.
Deferred shares do not entitle the holder to receive notice of and to attend or vote at any general meeting of the Company or to receive
dividends or other distributions. Upon winding up or dissolution of the Company the holders of deferred shares shall be entitled to receive an
amount equal to the nominal amount paid up thereon, but only after holders of Ordinary shares have received £ 100,000 per Ordinary Share.
Holders of deferred shares are not entitled to any further rights of participation in the assets of the Company. The Company has the right to
purchase the deferred shares in issue at any time for no consideration.
Issued, allotted and fully paid
Balance brought forward
Issued in year - Ordinary shares as part of acquisition
2018
£
2017
£
2,383,752 2,383,752
-
2,570,567 2,383,752
186,815
Page 9 of 12
15 SHARE PREMIUM ACCOUNT
Balance brought forward
Premium on issue of new shares
Share issue costs
Balance carried forward
16 RELATED PARTY TRANSACTIONS
2018
£
2017
£
1,165,463 1,165,463
-
1,344,999
-
-
2,510,462 1,165,463
Mr C C Johnson holds 43.94% (2017: 78.4%) of the total issued share capital of the Group.
Mr D C Stocks holds 18.89% (2017: nil) of the total issued share capital of the Group.
The following working capital loans have been provided by the Directors:
C C Johnson
Opening balances
Loan repayments
Personal drawings
Capital injected
Interest payable
Balance carried forward
J Dubois -
D Stocks -
P Treadaway (Director of Trafalgar
Retirement + Ltd)
2018
£
2017
£
2,168,802 2,121,924
-
-
(98,122)
(48,145)
145,000
50,000
-
-
2,170,657 2,168,802
£300,000 £300,000
£26,500
£21,693
Mr Johnson's Loan bore interest during the year at 5% (2017: 5% pa), but he has chosen to forego the interest in the year. Mr Dubois's
Loan, which is from his Pension Fund of which he is the sole beneficiary, was at 12% pa interest (2017: 12% pa). Mr Stocks' loan bore no
interest.
The development at Speldhurst was acquired in the name of A Johnson (Director) and is held in trust by him on behalf of the Group,
together with a Lloyds Bank loan facility for up to £835,000 connected to this development which has been drawn down through A Johnson
as to £ 697,161 (2017: £521,455), the details of which are disclosed in Note 13.
The amounts due to D Stocks and P Treadway are included in current liabilities and bear no interest.
17 SHARE OPTIONS AND WARRANTS
There are no share options or warrants.
18 CASHFLOW - FINANCING ACTIVITIES
There were no non-cash movements in liabilities arising from financing activities.
19 NEW ACQUISITION
On 19 March 2018, The Group announced the acquisition of Beaufort Homes Limited for a total consideration of £1,531,814. The Sale and
Purchase Agreement was concluded with the vendor to acquire the entire issued share capital of Beaufort Homes Limited through the
issue of 186,815,180 new ordinary shares of 0.1p each in Trafalgar Property Group Plc.
Related to the acquisition were costs of £48,665 which have all been recognised as part of administrative expenses in the income
statement of Trafalgar Property Group Plc.
The fair value of assets and liabilities acquired together with the consideration provided can be summarized as follows:
Fair value of assets and liabilities acquired:
£
Property, plant and equipment 738
Options (Stock) 1,850,364
Debtors 1,230
Stock 25,561
Cash and bank balances 0
Trade and other payables (55,034)
Deferred Tax liability (291,045)
Net assets acquired 1,531,814
Consideration/Purchase Price 1,531,814
Goodwill arising on acquisition 0
In accordance with IFRS 3, a review of the fair value of the assets and liabilities acquired was carried out.
On 19 March 2018 Beaufort Homes Limited changed its name to Trafalgar Retirement + Limited.
Beaufort, established in October 2016, has signed a number of option agreements for the acquisition of sites in South East England, which
subject to securing planning permissions, will be developed into extra care and assisted living schemes. The current UK ageing population
will lead to a growing demand for specialised housing for the elderly and an increasingly favourable planning environment for such
properties will present a number of exciting development opportunities for the Group. Currently the supply of specialised housing for the
elderly is limited and predominantly arranged on a rental model.
The Group, through this acquisition, intends to develop units for purchase by owners who would receive extra care within their own
homes.
The summary financial reporting for Trafalgar Retirement + Limited (formerly Beaufort Homes Limited) under the Trafalgar Group has not
Page 10 of 12
been included as the entity has not traded since the date of acquisition, as the group year end was 10 days after the date of acquisition.
Statement of Financial Position 31 December 2017
£
Total Assets 1,877,893
Total Liabilities (346,079)
Net Assets 1,531,814
Share Capital 100
Total Reserves 1,531,714
Net Equity 1,531,814
If Trafalgar Retirement + Limited had been a member of the Group for the entire period then the loss included within the Group results
would have increased by £ 18,400 loss.
20 CATEGORIES OF FINANCIAL INSTRUMENTS
The Group's financial assets are divided as cash and cash equivalents and other receivables. The Group's financial liabilities are divided as
Directors' loans, bank loans, other loans, trade and other payables, and accruals.
Financial assets
Cash and cash equivalents
Other receivables
Financial liabilities
Trade payables
Borrowings - Directors' loans
Borrowings - Bank loan
Borrowings - Other loans
Total
Loans and
receivables
Financial liabilities
measured at
amortised cost
2018
£
2017
£
2018
£
2017
£
458,209 100,808
86,327
66,192
-
-
-
-
387,967
-
178,675
- 3,194,318 2,990,257
- 3,082,010 2,150,643
- 1,700,000 1,700,000
524,401 187,135 8,364,295 7,019,575
-
-
-
-
The Board has overall responsibility for the determination of the Group's risk management objectives and policies and it sets policies that
seek to reduce risk as far as possible without unduly affecting the Group's competitiveness and flexibility. Further details regarding these
policies are set out below:
Capital risk management
The Group considers its capital to comprise its share capital and share premium. The Group's capital management objectives are to
safeguard the entity's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for
other stakeholders and to provide an adequate return to shareholders by pricing products and services commensurately with the level of
risk.
Significant Accounting Policies
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the
basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are
disclosed on pages 20 to 24 to these financial statements.
Foreign currency risk
The Group has minimal exposure to the differing types of foreign currency risk. It has no foreign currency denominated monetary assets
or liabilities and does not make sales or purchases from overseas countries.
Interest rate risk
The Group is sensitive to changes in interest rates principally on the loans from Lloyds Bank, Rate Setter and Interbay where interest is
charged on a variable rate basis.
The impact of a 100 basis point increase in interest rates on these loans would result in additional interest cost for the year of £37,792
(2017: £26,721).
Credit risk management
Credit risk refers to the risk that a counter-party will default on its contractual obligations resulting in financial loss to the Group.
The Group's maximum exposure to credit risk in the event of the counterparties' failure to perform their obligations at the end of reporting
period in relation to each class of recognised financial assets is the carrying amounts of those assets as stated in the statement of financial
position.
The Group's credit risk is reduced to an extent due to the nature of property transactions in the UK, whereby the developer is not exposed
to the credit risk of buyers as the completion of a property sale is reliant on the consideration being transferred.
The only financial assets exposed to credit risk are other debtors in the group balance sheet which mostly relate to deposits held on
properties sold in the past. The credit risk attached to these is thought to be minimal.
Liquidity risk management
This is the risk of the Company not being able to continue to operate as a going concern.
The Directors have, after careful consideration of the factors set out above, concluded that it is appropriate to adopt the going concern
basis for the preparation of the financial statements and the financial statements do not include any adjustments that would result if the
going concern basis was not appropriate.
Mr Johnson confirms that if necessary he will continue to support the Group for its anticipated needs for
at least 12 months from the date of signing the accounts. As with all business forecasts, the Directors' statement cannot guarantee that the
going concern basis will remain appropriate given the inherent uncertainty about the future events.
The following table details the remaining contractual maturities at the end of the reporting period of the Group's financial liabilities, which
are based on contractual undiscounted cash flows and the earliest date the Group can be required to pay.
Page 11 of 12
Financial liabilities
Carrying
amount £
Within 1
year or
on
demand £
Over 1
Year but
less than
5 years £
Trade payables
Borrowings - Directors' loans
Borrowings - Bank loan
Borrowings - Other loans
Total
Derivative financial instruments
387,967
387,967
3,194,318
3,082,010 3,082,010
1,700,000
1,700,000
8,364,295 3,469,977 4,894,318
3,194,318
The Group does not currently use derivative financial instruments as hedging is not considered necessary. Should the Group identify a
requirement for the future use of such financial instruments, a comprehensive set of policies and systems as approved by the Directors will
be implemented.
In accordance with IAS 39, "Financial instruments: recognition and measurement", the Group has reviewed all contracts for embedded
derivatives that are required to be separately accounted for if they do not meet specific requirements set out in the standard. No material
embedded derivatives have been identified.
Enquiries:
Trafalgar Property Group Plc
Christopher Johnson
Allenby Capital Ltd - AIM Nominated Adviser and
Broker
Jeremy Porter/James Reeve/Liz Kirchner
Yellow Jersey PR Limited
Charles Goodwin / Abena Affum
+44 (0) 1732 700 000
+44 (0) 20 3328 5656
+44 (0) 7966 935 994
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the
United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
FR LFFLFADISIIT
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